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Exchange share certificates

The annual general meeting of BASF SE on April 24, 2008 inter alia resolved a reclassification of the nominal capital (2 for 1 stock split) and the necessary related modification of the articles of incorporation (Satzung). The non-par value shares (hereinafter referred to as the 'shares') with an imputed interest of EUR 2.56 each in the nominal capital were in each case split into two (2) shares with an imputed interest of EUR 1.28 each in the nominal capital. The relevant modification of the articles of incorporation has been recorded in the commercial register of the local court (Amtsgericht) Ludwigshafen am Rhein on May 29, 2008. The shareholders'right to definitive share certificates is excluded under the articles of incorporation.

Following the transformation into a European Company (SE) which has been recorded in the commercial register of the local court (Amtsgericht) Ludwigshafen am Rhein on January 14, 2008, the share certificates of our company have become obsolete. Therefore, all share certificates which are circulating since the exchange of share certificates in 2002 bearing the former name of 'BASF Aktiengesellschaft' should be cancelled and exchanged for shares exclusively held within the collective securities deposit system. The local court (Amtsgericht) Ludwigshafen am Rhein has granted its authorization to the cancellation of the obsolete share certificates on April 28, 2008.

The shareholders of our company have been asked through the three requests for handing over obsolete share certificates inter alia in electronic Federal Gazette ('elektronischer Bundesanzeiger') on June 20, 2008, on July 24, 2008 and on August 26, 2008 to surrender their old share certificates to an exchange agent which was named in the publications or to any other credit institution for passing on to Deutsche Bank AG, Frankfurt am Main, within the conversion period in order to exchange for shares exclusively held within the collective securities deposit system otherwise in non-compliance the share certificates will be cancelled.

All not surrendered circulating share certificates bearing the former name of 'BASF Aktiengesellschaft' having the issue date 'Ludwigshafen am Rhein, in December 2001' represented by individual or collective certificates, together with dividend coupons no. 27 through to no. 40 as well as talons of the non-par value shares of our company will be cancelled herewith pursuant to § 73 of the German Stock Corporation Act (AktG).

Instead of the cancelled share certificates the respective co-ownership interests at the global certificate deposited by Clearstream Banking AG have been recorded and will be held in favor of the authorized shareholders. Even after the cancellation of the share certificates the shareholders of the obsolete cancelled share certificates are entitled until further notice to surrender them to Deutsche Bank AG, Frankfurt am Main, to be recorded with the respective co-ownership interests at the global certificate of the shares of BASF SE deposited by Clearstream Banking AG.

Ludwigshafen am Rhein, February 2009

BASF SE - The Board of Executive Directors